Bitari Inc.

09/30/2026 | Press release | Distributed by Public on 09/30/2026 04:03

Free Writing Prospectus (Form FWP)

INVESTOR PRESENTATION Power - First Digital Infrastructure Operating bitcoin - mining infrastructure today; developing the Wheeler platform for high - density AI workloads. PROPOSED NASDAQ TICKER: BIAI September 2026 Issuer Free Writing Prospectus dated September 2026 Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Relating to Preliminary Prospectus dated September 29, 2026 (Amendment No. 2 to Form S - 1) Registration Statement No. 333 - 298506 Concept rendering - proposed Wheeler AI campus

I M P O R T A N T I N F O R M AT I O N Free Writing Prospectus Statement This free writing prospectus relates to the proposed public offering of common stock of Bitari Inc. ("we," "us," or "our") and should be read together with the Registration Statement on Form S - 1 (Registration No . 333 - 298506), as amended by Amendment No. 2 filed with the U.S. Securities and Exchange Commission (the "SEC") on September 29, 2026, which includes the preliminary prospectus dated September 29, 2026 (the "Registration Statement "), for the offering to which this presentation relates, which may be accessed through the following web link: https://www.sec.gov/Archives/edgar/data/2091680/000118518526004385/bitaris1a2092826.htm. The Registration Statement has not yet become effective. Before you invest, you should read the prospectus in the Registratio n S tatement (including the risk factors described therein) and other documents we have filed with the SEC in their entirety for more complete information about us an d t he offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov . Alternatively, we or the underwriter will arrange to send you the prospectus if you contact US Tiger Securities, Inc., 437 Ma dis on Ave, 27th Floor, New York, NY 10022, 646 - 978 - 5180, [email protected] or contact International Elite Capital, via [email protected] . This presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, nor will there be any sale o f t hese securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities l aws of such state or jurisdiction. The offering will only be made by means of a prospectus pursuant to a registration statement filed with the SEC after such registration statement becomes effective. Nasdaq has not yet approved our application to list our common stock on the Nasdaq Global Market under the proposed symbol "B IAI ." The closing of the offering is conditioned upon Nasdaq's final approval, and there is no assurance that our common stock will be approved for listing. Bitari Inc. | Investor Presentation 2

I M P O R T A N T I N F O R M AT I O N Disclaimer and Forward - Looking Statements This presentation contains forward - looking statements. All statements contained in this presentation other than statements of hi storical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, the proposed development of AI data center infrastructure at our Wheeler , T exas site, our expansion plans, and our objectives for future operations, are forward - looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "targe t," "plan" and similar expressions are intended to identify forward - looking statements. We have based these forward - looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of op era tions, business strategy, short - term and long - term business operations and objectives, and financial needs. These forward - looking state ments are subject to a number of risks, uncertainties and assumptions, including those described in the "Risk Factors" section of the Registration Statement. Moreover, we operate in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent t o w hich any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward - looking statements we may make. In light of these risks, uncertainties and assump tions, the future events and trends discussed in this presentation may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward - looking stateme nts. You should not rely upon forward - looking statements as predictions of future events. The events and circumstances reflected in t he forward - looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward - looking statements are reasonable, we cannot guarantee future results, le vels of activity, performance or achievements. Except as required by applicable law, we undertake no duty to update any of these forward - looking statements after the date of this presentation or to conform th ese statements to actual results or revised expectations. Industry and market data. Certain industry and market data in this presentation are derived from third - party sources, including the Cambridge Centre for Alternative Finance, Hashrate Index (Luxor Technology Corporation), Galaxy Digital Research, CoinShares and Lawrence Berkeley National Laboratory (prepared for the U.S. Department of Energy). We have not independently verified th is data, and it involves assumptions and limitations. Projections are inherently uncertain. Historical information. Our historical financial and operating results are not indicative of our future performance, and our fin ancial and operating results may fluctuate. Figures are derived from the Company's audited consolidated financial statements for the fiscal years ended July 31, 2025 and 2024 and its unaudited condensed conso lid ated financial statements for the nine months and three months ended April 30, 2026 and 2025, each included in the Registration Statement, as amended by Amendment No. 2 filed September 29, 2026. Unles s o therwise stated, "as of the prospectus date" refers to September 28, 2026. Development plans. The foregoing development plans and capacity figures are preliminary targets only and remain subject to de fin itive agreements, financing, power and infrastructure availability, applicable approvals and successful development and construction. There can be no assurance that the proposed development or capacity wi ll be achieved as contemplated or at all. Bitari Inc. | Investor Presentation 3

I N V E S T M E N T P R O F I L E Bitari at a glance: an operating hosting platform with a pathway into AI infrastructure ~60 MW 98.5% $11.3M $1.26M operating capacity, 3 sites avg. uptime, past 2 FYs FY2025 revenue FY2025 net income (9M FY2026: $0.18M) 92.7% ~$0.3M / MW Up to 255 MW 30 → 60 MW of 9M FY2026 revenue from hosting deployment cost vs. ~$0.43M industry Xcel interconnection in process phased Wheeler AI data center targets (mining - hosting infrastructure) (Feb 2027 / Jun 2027) TODAY Hosting and operations & maintenance (O&M) for Bitcoin miners in TX and IN IN DEVELOPMENT Wheeler AI data center (Tripartite framework) SCOPE Up to 1,300 MW potential transaction scope under the Aleria exclusive - negotiation agreement; $1M of a $15M deposit received; no definitive agreements; Aleria has also indicated a non - binding interest in buying up to ~$3M of shares in this IPO. Historical financial and operating results are not indicative of future performance and may fluctuate. Source: Registration Statement on Form S - 1 as amended by Amendment No. 2 filed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2025). Development plans and capacity figures are preliminary targets subject to definitive agreements, financing, p owe r availability, approvals and construction; no assurance they will be achieved. See Disclaimer , slide 3. Bitari Inc. | Investor Presentation 4

I N V E S T M E N T H I G H L I G H T S Purpose - built hosting platform 3 sites • ~60 MW • 13,406 machines 01 Capital - light model Customers own hardware • ~$0.3M/MW 02 (historical mining - hosting model) Five pillars of the Proven operating record 98.5 % uptime (past 2 FYs) • ~90% renewal • investment case 03 89.6% FY2025 utilization (20 MW) Power - first pipeline Up to 255 MW Xcel • 100 MW WV PPA • ~154 04 acres owned; ~470 acres under option Structured AI transition Tripartite framework • 30/25 MW Phase 1 05 (target Feb 2027) • 200 Gbps fiber service order Pillars 01 - 03: Site capacity and machine counts are sums of the three sites as separately disclosed; the Registration Statement does not present a combined total. Historical financial and operating results are not indicative of future performance and ma y f luctuate. Source: Registration Statement on Form S - 1 as amended by Amendment No. 2 filed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2 025). See Disclaimer, slide 3. Pillars 04 - 05: Development plans and capacity figures are preliminary targets subject to definiti ve agreements, financing, power availability, approvals and construction; no assurance they will be achieved. The 255 MW Wheeler expansion remains subject to completion of the SPP load study and interconnection process; the WV PPA has bee n executed but its delivery term has not commenced, its upstream power source (Omnis Pleasants, LLC) filed for Chapter 11 in July 2026, and the site lease remains under discussion; the 310 - and 160 - a cre Wheeler parcels remain subject to unexercised options and closing conditions; FiberLight installation and activation remain subject to delivery and acceptance milestones; and the Wheeler AI phases remain development targets subject to definitive agreements, financing, approvals and c ons truction.

B U S I N E S S M O D E L Hosting is the economic core; operations & maintenance and consulting deepen the relationship 0 1 Cash $/kWh; certain Wheeler & Dumas arrangements also include variable consideration Hosting linked to customers' mining output (a contractually agreed share of Bitcoin mined); terms vary by agreement Space, power, deployment, on - site management 0 2 Executed by JWT Technology Inc. ("JWT") (third Operations and maintenance (O&M) party) under KPI/SLA contracts; Bitari oversees $8.37M 24/7 monitoring, maintenance, repair, firmware 92.7% hosting 0 3 Project - based; ~$0.3M FY2025; ~$0.23M in 9M Consulting FY2026; one project undertaken since FY2025 year - end Site selection, design, build supervision Customers own and insure the machines • Customers (or their designated providers) control the mining wallets; Bitari has no access to customers' private keys • Hosting and O&M charges are settled in USD or a combination of USD and Bitcoin, depending on the agreement Revenue mix per "Revenue by Type" for the nine months ended April 30, 2026 in the Registration Statement. Historical financial and operating results a re not indicative of future performance and may fluctuate. Source: Registration Statement on Form S - 1 as amended by Amendment No. 2 filed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2025). See Di scl aimer, slide 3. Bitari Inc. | Investor Presentation 6

H O W I T W O R K S Capital - light: customers supply hardware, Bitari supplies power, site and oversight 01 02 03 04 JWT (third - party O&M Customer Bitari Revenue provider) Owns, insures, ships machines; Site, power, deployment, operations Cash $/kWh + Bitcoin - linked advance payments and deposits On - site racking, repair, cooling, & maintenance (O&M) oversight; component under certain Wheeler may be required depending on the network, security invests in site infrastructure and Dumas agreements agreement Site Cash rate BTC - linked consideration Settlement Fixed or usage - based cash fee (customer - Contractually agreed % of BTC mined Wheeler, TX USD, or USD + Bitcoin, per agreement specific) under certain agreements Fixed or usage - based cash fee (customer - Contractually agreed % of BTC mined Dumas, TX USD, or USD + Bitcoin, per agreement specific) under certain agreements Marion, IN $0.065 - 0.075 / kWh - USD Minimum uptime requirements and remedies vary by hosting agreement • 1 - 2 year terms • At Wheeler and Dumas, pricing and allocati on terms are negotiated customer - by - customer and vary by site, service scope and contract; specific rates and percentages are not disclosed in the Registration Statement. Historical financial and operating results are not indicative of future performance and may fluctuate. Source: Registration Statement on Form S - 1 as amended by Amendment No. 2 fil ed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2025). See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 7

O P E R AT I N G F O O T P R I N T Three operating sites, ~60 MW (as of September 2026) Wheeler, TX Dumas, TX Marion, IN 5,838 machines 2,268 machines 5,300 machines 20 MW 20 MW ~20 MW Commenced Jan 2023 Commenced Jul 2026 Commenced Apr 2026 Cooling Air Cooling Water - curtain Cooling Air Power Xcel Energy Power Xcel Energy Power Indiana Michigan Power ~154 ac owned (Sept 9, 2026); Site control easement (~2 ac) remains in effect, Site control Owned land Site control Usage agreement to Mar 2027 termination under discussion Planned: ~100 MW site, Pleasants County, WV (30 / 30 / 40 MW phases) • 10 - yr Element H Data, LLC (EHD) PPA signed • site lease under discussion • commercial operation not yet commenced • upstream power source Omnis Pleasants, LLC filed for Chapter 11 (Jul 2026) Machine counts as of the prospectus date (September 28, 2026). Historical financial and operating results are not indicative of future performance and ma y fluctuate. Source: Registration Statement on Form S - 1 as amended by Amendment No. 2 filed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2025). Development plans and capacity figures are prelim ina ry targets subject to definitive agreements, financing, power availability, approvals and construction; no assurance they wil l be achieved. See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 8

C O M P E T I T I V E D I F F E R E N T I A T I O N Bitari vs. industry benchmarks 96 - 97 Full - lifecycle in - house expertise: site selection → power contracting → construction → deployment → 24/7 operation - shortening development cycles and enabling replication across regions ( Bitari oversees; JWT executes on - site O&M under KPI/SLA contracts) Benchmarks as stated in "Business - Competitive Strengths ": industry average deployment cost ~$0.43M/MW; North American uptime benchmark 96 - 97% (range as disclosed; bar plotted at 96.5% for scale); national average ~6 - 7¢/kWh for comparable mining operations (midpoint shown). The S - 1/A states that the Company's average electricity rate as of the prospectus date (September 28, 2026) is approximately 4. 1¢/kWh. Separately, the S - 1/A reports average power cost of $0.041/kWh for the three months ended April 30, 2026 ; the nine - month FY2026 average was 5.2¢/kWh and FY2025 was 4.9¢/kWh. Deployment cost per MW is the Company's estimated mining - h osting infrastructure cost and is not indicative of AI data center construction cost. Historical financial and operating resu lts are not indicative of future performance and may fluctuate. Source: Registration Statement on Form S - 1 as amended by Amendment N o. 2 filed September 29, 2026. See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 9

S T R A T E G Y Power → Infrastructure → Compute Management's view: the binding constraints on data center delivery are power access, energy cost, interconnection timelines, land, connectivity and construction execution. Bitari assembles these inputs at a single site. LAND & FIBER INFR ASTRUCTURE • ~154 ac owned (Sept 9, 2026) • 3 operating sites • ~470 ac under option (310 (Marion via usage POWER / 160 ac) agreement) COM PUTE • 200 Gbps FiberLight • Cooling upgrades • 20 MW Xcel service • T ripartite framework service order • 24/7 operations • Up to 255 MW in process • Ricloud AI: EPC • 100 MW WV PPA • Aleria: compute & Step Step customers 02 03 Step Step 01 04 G R O W T H S T R AT E G I E S ( A S D I S C L O S E D ) Build platform & consulting ecosystem Expand regional presence (TX, WV, IN) Optimize power supply & load management Advance cooling technologies incl. AI compute hosting Development plans and capacity figures are preliminary targets subject to definitive agreements, financing, power availabilit y, approvals and construction; no assurance they will be achieved. See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 10

M A R K E T C O N T E X T Demand for powered digital infrastructure: Bitcoin hosting and AI compute B I T C O I N M I N I N G & H O S T I N G U . S . D ATA C E N T E R E L E C T R I C I T Y U S E ( T W h ) of surveyed global mining operations are in the U.S. (CCAF survey, 48% of network hashrate ; 75.4% CCAF notes the U.S. share may be overstated by U.S. survey participation) projected North American hosting capacity by 4.5 → 6.5 GW 2030 typical U.S. hosting electricity cost range $45 - 70 / MWh 4.4% of U.S. electricity in 2023 → 6.7 - 12 % estimated 2028 scenario range Galaxy "Rise of the Gigawatt": growing convergence of Bitcoin mining, AI compute and HPC infrastructure. Bitari's opportunity de pends on converting power access into financed, permitted and contracted capacity. Sources: CCAF (Neumueller et al., 2025); Hashrate Index / Luxor (2024); Galaxy Digital Research (2024); LBNL, "2024 United States Data Center Energy Usage Report" (LBNL - 2001637) , for U.S. DOE, Dec 2024. Not independently verified by the Company. LBNL data are third - party market data not included in the Registration Statement; LBNL presents 2023 as an estimate. Bitari Inc. | Investor Presentation 11

H I S T O R I C A L P E R F O R M A N C E Historical revenue and profitability Historical financial and operating results are not indicative of future performance and may fluctuate. Source: Registration Statement on Form S - 1 as amen ded by Amendment No. 2 filed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2025). See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 12

R E C E N T O P E R A T I N G M E T R I C S Q3 FY2026 (three months ended April 30, 2026) vs. prior - year quarter Revenue Gross margin Net income % of revenue $2.96M $2.99M 16.6% 29.2% 10.0% 16.8% Q3 FY2025 Q3 FY2026 Q3 FY2025 Q3 FY2026 Q3 FY2025 Q3 FY2026 +1.1% +12.6 pts +6.8 pts Utilization (20 MW) Power cost / kWh Hosting & O&M revenue / kWh 87.9% 91.3% $0.052 $0.041 $0.077 $0.069 Q3 FY2025 Q3 FY2026 Q3 FY2025 Q3 FY2026 Q3 FY2025 Q3 FY2026 +3.4 pts −21% −10% Q3 total revenue rose 1.1%, as $230,000 of consulting revenue offset a 6.8% decline in hosting revenue ($2.84M → $2.64M). Ave rag e online machines fell from 5,464 to 4,596, while utilization rose on higher - performance machines deployed by customers. Quarterly margin expansion was driven by lower electricity cost per kWh ($0.052 → $0 .041) and higher utilization. Nine - month gross margin (13.2%) was lower primarily because of higher electricity costs ($0.047 → $0.052/kWh), with lower hosting activity following the June 2025 cust ome r transition also affecting results. Historical financial and operating results are not indicative of future performance and may fluctuate. Source: Registration Statement on Form S - 1 as amended by Amendment No. 2 filed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2025). See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 13

F I N A N C I A L S U M M A R Y Positive net income in the periods presented ; offering strengthens the balance sheet $ millions FY2024 FY2025 9M FY2025 9M FY2026 Revenue 11.85 11.29 8.59 8.37 Gross profit 2.95 2.12 1.68 1.10 Gross margin 24.9% 18.8% 19.6% 13.2% Income from operations 2.55 1.62 1.27 0.24 Net income 1.89 1.26 0.99 0.18 Net income % of revenue 16.0% 11.2% 11.5% 2.2% B A L A N C E S H E E T, A P R I L 3 0 , 2 0 2 6 Operating cash flow 3.99 0.85 1.37 (0.69) Current assets $2.6M Current liabilities $3.2M incl. related - party loans $1.7M Working - capital deficit reflects higher receivables from newly onboarded customers granted an extra month of credit; standard settlement within two months. As - adjusted figures assume $7.00 price and no over - allotment. Working capital $(0.6)M As - adjusted cash is illustrative only (April 30, 2026 balances plus estimated net proceeds of $26.95M); it is not a current cash balance and does not represent committed funding for the Wheeler AI project. Stockholders' equity $2.78M Historical financial and operating results are not indicative of future performance and may fluctuate. Source: Registration S tat ement on Form S - 1 as amended by Amendment No. 2 filed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2025). See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 14

C U S T O M E R A N D S U P P L I E R C O N C E N T R A T I O N Customer base is transitioning after a major contract expiry; power sourced primarily from Xcel T O P C U S T O M E R S - S H A R E O F R E V E N U E P O W E R - X C E L S H A R E O F TO TA L P U R C H A S E S Management priorities (as disclosed) Diversify: onboard new hosting customers and broaden the customer pipeline; seek additional long - term power supply partners Period Customers > 10% Clients served Retain: ~90% renewal rate (past two fiscal years); consistent service performance and customer relationship management FY2024 ETPL/ETME 94.8% 9 De - risk: advance payments and deposits before service (where required under the applicable agreement); ongoing monitoring of customer financial FY2025 ETPL/ETME 91.5% (expired Jun 2025) 9 condition Tribe Trade 53.9% • ATA 40.4%(Wheeler agreements 9M FY2026 7 since completed; ATA continues at Marion) Historical financial and operating results are not indicative of future performance and may fluctuate. Source: Registration Statement on Form S - 1 as amended by Amendment No. 2 filed September 29, 2026 (audited FY2025/FY2024; unaudited 9M F Y2026 and Q3 FY2026/FY2025). See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 15

W H E E L E R A I D A T A C E N T E R P R O J E C T Phased framework to convert mining infrastructure into AI data center capacity T R I PA R T I T E A G R E E M E N T R O L E S ( A P R 2 3 , 2 0 2 6 ) Bitari Site control • existing infrastructure • regulatory approvals Ricloud AI Engineering, procurement & construction of power and DC infrastructure Aleria Compute deployment • software • customer acquisition (has collaborated with International Holding Company (IHC), Abu Dhabi, on AI governance solutions) Milestone Status Tripartite AI Factory Development Agreement Executed (preliminary framework) Special purpose vehicle to own/operate project Structure, governance, capital and economics not finalized Renewed Jul 30, 2026; $1M of $15M deposit received; $14M balance deadline extended to end - Sept 2026; no obligation Aleria Exclusive Agreement (up to 1,300 MW) to enter into a definitive transaction; contemplates IPO participation or acquisition of the Company/certain assets Aleria IPO indication of interest Non - binding interest in buying up to ~$3M of shares at the IPO price (see slide 23) Definitive agreements None as of the prospectus date (September 28, 2026) Development plans and capacity figures are preliminary targets subject to definitive agreements, financing, power availabilit y, approvals and construction; no assurance they will be achieved. See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 16

D E V E L O P M E N T S T AT U S Staged roadmap - each stage carries a different level of certainty O P E RAT I N G E X E C U T E D I N P R O C E S S P L A N N E D / TA R G E T Phase 1 : 30 / 25 MW IT (Feb Wheeler 20 MW Tripartite agreement Xcel / SPP 255 MW study 2027) Aleria exclusivity (renewed) - Land options: 310 / 160 ac Phase 2: ~60 / 50 MW IT (Jun Dumas 20 MW $1M deposit received (closings by Nov 30 / Dec 7, 2026) 2027) FiberLight 200 Gbps service order Marion ~20 MW EPC contractor negotiations WV: ~100 MW, 3 phases (activation pending) Up to 1,300 MW (potential ~154 acres - acquired Sept 9, SPV, financing & remaining $14M transaction scope; no definitive 2026 Aleria deposit agreement) WV 100 MW PPA WV site lease Executed ≠ commissioned or funded • Planned capacity is not contracted or financed • Aleria's exclusive negotiation period be gin s only upon receipt of the remaining $14M deposit (deadline extended to the end of September 2026); $1M had been received as of the prospectus date; the agreement does not obligate either party to enter in to a definitive transaction • The ~154 - acre Wheeler parcel (including the existing site) was acquired on September 9, 2026; the ~310 - and ~160 - acre parcels remain unexercised options (option periods expire Novem ber 12, 2026); the existing easement remains in effect pending termination discussions • Fiber installation and activation remain subject to delivery and acceptance milestones. • Omnis Pleasants, LLC, EH D's upstream power source for the WV site, filed for Chapter 11 in July 2026, which may affect EHD's ability to supply power under the WV PPA. Development plans and capacity figures are preliminary targets subject to definitive agreements, financing, power availabilit y, approvals and construction; no assurance they will be achieved. See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 17

I N F R A S T R U C T U R E PA T H W AY Power - led, with connectivity and land advancing in parallel POTENTIAL / NO DEFINITIVE OPERATING EXECUTED IN PROCESS AGREEMENT 20 MW 200 Gbps Up to 255 MW Up to 1,300 MW FiberLight service order (May 2026); Xcel interconnection; pending SPP load Aleria exclusive - negotiation scope (potential Xcel electric service activation pending study transaction; no definitive agreement) W H E E L E R L A N D ( A C R E S ) Parcel Price Status Acquired September 9, 2026 (includes the ~154 acres $1.54M existing Wheeler mining site) Option; option period expires Nov 12, 2026; ~310 acres $1.86M closing expected by Nov 30, 2026 Option; option period expires Nov 12, 2026; ~160 acres $1.12M closing expected by Dec 7, 2026 Easement (existing site); remains in effect ~2 acres - following the acquisition; termination under discussion with 913 Hero, LLC The ~154 - acre parcel was acquired on September 9, 2026 for $1.54M; the ~310 - and ~160 - acre parcels are unexercised options (opti on periods expire November 12, 2026) whose closings are subject to conditions and funding. Development plans and capacity figures are preliminary targets subject to definitive agreements, financing, power availability, approvals and construction; no assurance they will be achieved. See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 18

P O W E R P O R T F O L I O Contracted and in - process power across three states Site Supplier MW Status Key terms Variable tariff rate; annual auto - Wheeler, TX Xcel 20 Operating renew Dumas, TX Xcel 20 Operating ESA Feb 2026; 1 - yr auto - renew $0.052/kWh facility usage fee Marion, IN I&M Power via owner ~20 Operating payable to site owner ; term to Mar 2027 Scope, date, cost pending load Wheeler expansion Xcel / SPP up to +255 In process study 10 - yr PPA, $0.048/kWh, EHD / Omnis (EHD's interruptible; pay on contract Contracted; term Pleasants Co., WV upstream power 100 (up to 120) quantity even if not taken. Delivery not begun source) term not yet begun; site lease not yet entered. Also disclosed: plan to introduce load - management systems within two years; actively seeking additional long - term power partners. WV: in July 2026, Omnis Pleasants, LLC (EHD's upstream power source) filed for Chapter 11, which may affect EHD's ability to supply power under the PPA. Rates are variable under utility tariffs. Historical financial and operating results are not indicative of future performance and may fluctuate. Source: Registration S tat ement on Form S - 1 as amended by Amendment No. 2 filed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2025). Development plans and capacity figures are preliminary targets subject to definitive agreeme nts , financing, power availability, approvals and construction; no assurance they will be achieved. See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 19

U S E O F P R O C E E D S Allocation of ~$26.95M estimated net proceeds Share Amount Use Strategic acquisitions & investments (no specific acquisition target identified and 40% $10.78M no acquisition agreements; the preliminary Wheeler Tripartite Agreement is carved out and does not obligate the parties to a definitive transaction) 30% $8.09M Global market expansion & brand development New mining operations & infrastructure: land, power, equipment, 15% $4.04M $26.95M site opex est. net proceeds 10% $2.69M R&D: next - gen HPC & energy - efficient technologies 5% $1.35M General corporate purposes & working capital ~$31.16M net if over - allotment exercised in full. Management has significant flexibility and discretion to apply proceeds; allocation may change with business conditions. Assumed initial public offering price of $7.00 per share. See "Use of Proceeds" in the Registration Statement (Amendment No. 2, page 22). Bitari Inc. | Investor Presentation 20

L E A D E R S H I P A N D G O V E R N A N C E Operating, infrastructure and public - company experience; independent board majority at listing Chang Yao Lawrence D. Cofield Wesley D. Tate Pei Zhao Co - CEO & Director Co - CEO CFO Chair of the Board 20+ yrs data center & energy 30+ yrs financial leadership incl. public - 20+ yrs securities, PE & investment 4+ yrs mining ops & management infrastructure (Compass Mining, Chief company CFO roles management Fuels, TAAL) I N D E P E N D E N T D I R E C T O R A P P O I N T E E S ( E F F E C T I V E U P O N T R A D I N G ) Board at listing 5 directors • 3 independent Christina Shea Wayne Wenhua Huang, Ph.D. Long Zhang Audit, Compensation, Nominating committees Co - founder, Plug Power; ex - IMI, Kodak, CEO, Long - run Investment; ex - Bosera No reliance on controlled - company Former Mayor, City of Irvine; government GE; PE investor; audit committee financial Chief Information Officer; Audit Chair exemptions intended affairs & permitting expert designate Summarized from " Management" in the Registration Statement. Mr. Cofield serves on a part - time basis. AI Power X Inc. - a Delaware company 56% own ed by Ms. Zhao and 44% by Pandora Technology Development Ltd. - will hold 85.87% post - offering (no over - allotment). The Company does not currently intend to rely on the Nasdaq controlled - company exemptions but may elect to do so in the future. Bitari Inc. | Investor Presentation 21

K E Y R I S K S A N D M A N A G E M E N T P R I O R I T I E S Key risks and management priorities Risk Exposure (as disclosed) Management priority (as disclosed) Xcel/SPS represents 85.0% of total purchases (9M FY2026); electricity costs remain subject to applicable SPS tariffs, fuel - cost adjustments, curtailment provisions and SPP market conditions; Interruptible Credit Option Agreement with SPS (Jan 2026) to cut electricity cost; seek additional Power supply & cost Omnis Pleasants (EHD's upstream source for the planned WV site) filed for Chapter 11 in Jul 2026, long - term power partners; load - management systems within two years which may affect EHD's ability to obtain and supply power under the EHD PPA. Two customers = 94.3% of 9M FY2026 revenue; the Wheeler agreements with Tribe Trade and ATA Customer concentration have been completed and machines removed; ATA entered a separate Marion agreement (Apr Onboard new customers; broaden pipeline; deposits & credit monitoring 2026); transitional period of lower hosting revenue expected Under certain hosting agreements a portion of fees is a contractually agreed share of customers' Bitcoin - linked consideration Bitcoin mining proceeds; lower Bitcoin prices or mining output can reduce revenue while power and Cash fees remain the primary component; pricing negotiated customer - by - customer site costs continue Highly capital intensive; SPV terms not finalized; no definitive agreements; Bitcoin - hosting experience Phased development; pursue definitive agreements; 15% of proceeds to new mining operations & AI development & capital may not be indicative of AI data center capability; $1M of $15M Aleria deposit received, balance due infrastructure (not dedicated AI funding) end - Sept 2026 and may be refundable; Aleria's ~$3M IPO indication of interest is non - binding Up to 255 MW subject to SPP study; capacity, timing, cost not assured; Wheeler and Dumas are Permits & interconnection served by Xcel within SPP, so certain ERCOT - specific large - load rules (16 TAC § 25.114; SB 6) do Bitari responsible for approvals under Tripartite Agreement not currently apply but may affect future Texas sites Wheeler easement remains in effect pending termination discussions; Marion agreement ends Mar Site control ~154 acres at Wheeler acquired Sept 9, 2026; 310/160 - acre options; owned land at Dumas 2027; WV lease under discussion Additional financial procedures and entity - level controls; plan to engage an external consulting firm as Material weakness identified in the FY2025/FY2024 audit (lack of an internal review function to Internal controls necessary to assist with SOX compliance assessment and internal - control improvement; independent monitor control execution); remediation in progress, effectiveness not assured directors and audit committee at listing AI Power X 85.87% post - offering (assuming no exercise of the over - allotment option); related - party Governance, control & liquidity loans $1.7M; 4 full - time employees; 9M FY2026 operating cash outflow $0.69M; working - capital 3 independent directors & committees at listing; strengthen internal controls deficit $0.6M at Apr 30, 2026; any IPO shares bought by Aleria would not be subject to lock - up Summary only. See "Risk Factors" in the Registration Statement for a complete discussion. Historical financial and operating results are not indicative of future pe rformance and may fluctuate. Source: Registration Statement on Form S - 1 as amended by Amendment No. 2 filed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2025). See Disclaimer, s lid e 3. Bitari Inc. | Investor Presentation 22

O F F E R I N G S U M M A R Y Summary of the proposed offering 4,285,715 $7.00 $26.95M 43,085,715 shares offered assumed price per share est. net proceeds (base) shares outstanding post - offering Item Terms as filed (preliminary prospectus dated September 29, 2026) Issuer Bitari Inc. (Texas corporation; Wheeler, TX) Over - allotment 642,857 shares (15%), 45 days; net proceeds ~$31.16M if exercised in full Listing / proposed symbol Nasdaq Global Market / "BIAI" - subject to Nasdaq approval Controlling stockholder AI Power X Inc. - 85.87% post - offering (beneficially owned by Ms. Pei Zhao) 6 months - directors, officers, 5%+ holders and the Company, subject to certain exceptions; any shares purchased by Aleria in th e Lock - up offering will not be subject to lock - up Aleria (strategic partner in the proposed Wheeler AI data center project) has indicated a non - binding interest in buying up to ~ $3M of Indication of interest shares at the IPO price, on the same terms as other purchasers; the underwriters could sell more, fewer or no shares to Aleri a Representative US Tiger Securities, Inc. Transfer agent Transhare Corporation All terms are preliminary and subject to change. The offering will be made only by means of a prospectus. Bitari Inc. | Investor Presentation 23

A P P E N D I X Selected historical financial information $ (except %) FY2024 FY2025 9M FY2025 9M FY2026 Q3 FY2025 Q3 FY2026 11,847,442 11,289,803 8,585,886 8,374,893 2,957,044 2,990,025 Revenue of which hosting 11,246,122 10,431,120 8,135,319 7,766,767 2,835,014 2,641,328 hosting share 94.9% 92.4% 94.8% 92.7% 95.9% 88.3% Cost of revenue (8,898,360) (9,171,743) (6,901,778) (7,272,905) (2,465,990) (2,117,022) 2,949,082 2,118,060 1,684,108 1,101,988 491,054 873,003 Gross profit gross margin 24.9% 18.8% 19.6% 13.2% 16.6% 29.2% G&A expenses (401,756) (499,678) (411,106) (866,280) (122,400) (231,530) Income from operations 2,547,326 1,618,382 1,273,002 235,708 368,654 641,473 1,890,603 1,264,402 990,960 183,905 294,694 502,236 Net income net income % of revenue 16.0% 11.2% 11.5% 2.2% 10.0% 16.8% Operating cash flow 3,985,364 852,693 1,370,548 (689,760) n/a n/a Cash, end of period 2,709,397 2,531,913 1,584,911 1,270,273 - 1,270,273 Bars indicate relative size within each row. Fiscal year ends July 31. Hosting share for three - month periods computed from discl osed hosting and total revenue; quarterly cash - flow data not separately presented. Historical financial and operating results are not indicative of future performance and may fluctuate. Source: Registration Statement on Form S - 1 as amended by Amendment No. 2 fil ed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2025). See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 24

A P P E N D I X Key operating metrics (20 MW installed - capacity basis per the S - 1/A) Installed capacity: 20 MW in all periods FY2024 FY2025 9M FY2025 9M FY2026 Q3 FY2025 Q3 FY2026 Power consumption (million kWh) 158.6 157.0 121.9 118.5 38.5 40.0 11,721,944 10,902,246 8,501,021 8,120,786 2,950,505 2,759,933 Hosting & O&M revenue ($) 7,911,499 7,743,810 5,722,862 6,183,278 2,014,701 1,644,268 Power cost ($) Avg. online mining machines 6,203 5,575 5,773 5,186 5,464 4,596 Hosting revenue per machine ($) 1,813 1,871 1,409 1,498 519 575 Hosting clients served 9 9 - 7 - - Other disclosed metrics: uptime ~98.5% ( past two FYs) • minimum uptime requirements vary by hosting agreement • renewal ~90% (past two FYs) • terms 1 - 2 years • deployme nt cost ~$0.3M/MW (mining hosting) • four full - time employees. Bars proportional within each row. Utilization = actual ÷ theoretical consumption (20 MW; 175.2M kWh/yr), pro - rated. Metrics are presented on the 20 MW installed - capacity basis used in the Registration Statement. Historical financial and operating results are not indicative of future performance and may fluctuate. Source: Registration Statement on Form S - 1 as amended by Amendment No. 2 filed September 29, 2026 (audited FY2025/FY2024; unaudited 9M FY2026 and Q3 FY2026/FY2025). See Disclaimer, slide 3. Bitari Inc. | Investor Presentation 25

Contact information R E P R E S E N TAT I V E O F T H E C O M PA N Y I N V E S T O R R E L AT I O N S A D V I S O R U N D E R W R I T E R S Bitari Inc. US Tiger Securities, Inc. International Elite Capital 16544 HWY 152, Wheeler, TX 79096 437 Madison Ave, 27th Floor, New York, NY Felicia Oyebode Tel: 669 - 205 - 9999 10022 646 - 866 - 7928 www.bitari.ai 646 - 978 - 5180 [email protected] [email protected] The Registration Statement (including the preliminary prospectus dated September 29, 2026) is available free of charge on EDGAR at www.sec.gov (Registration Statement No. 333 - 298506). This presentation is qualified in its entirety by reference to the prospectus. The offering will be made only by means of a prospectus. Bitari Inc. | Investor Presentation 26

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